The Countess, getting its Cincinnati premiere at Ensemble Theatre even as its run continues off-Broadway, recounts the strange emotional kinks in a Victorian love triangle between revered art critic John Ruskin, his wife Effie and rebellious young artist John Everett Millais. The play proves beyond any doubt that truth can be every bit as fantastic as fiction.

Director Michael Haney, designer Brian Mehring and actress Annie Fitzpatrick give the performances most to be admired in The Countess.

Mr. Haney manages to get the better of an archly literary script and instill it with some suspense, despite too many wrong actors in the wrong roles.

Mr. Mehring creates one of his best sets ever, which starts out as a wall of empty frames which are filled in (between scenes), evoking subtle mood shifts as the action moves forward.

Ms. Fitzpatrick, in a small but significant role as Effie's older and wiser best friend, does some of her best work and brings the play, which too often threatens to be dry as a stick, to life in her all-to-brief appearances.

The action in The Countess takes place from the summer of 1853 to the spring of 1854. Ruskin, a great proponent of truth in art (if not in life) decides to take his protege Millais along on a trip to Scotland so that his portrait can be painted.

In an era when genteel wives were admired most for their tractability and given to "nervous disorders, very soon it is evident that very peculiar things are going on in the Ruskin marriage. Effie (Carrie Ragsdale) has mood swings. Ruskin (Greg Proccacino) is constantly making entries in his diary.

Mr. Haney infuses more suspense into the script than first-time playwright Gregory Murphy, who gives away part of the game in the first act, as Ruskin expounds blissfully on the attractions of 12-year old girls.

Of course Millais (Ean Sheehy) falls in love with Mrs. Ruskin. Mr. Sheehy, fresh from ETC season opener Glimmer, Glimmer and Shine, gives the best performance of the principal trio because his is the most straightforward role. He has no dark secrets to hide. He can just be bright and energetic and gifted and torturously in love. And he is.

More than occasionally, ETC indulges in a monumental feat of miscasting. This time it's Mr. Proccacino as Ruskin.

Mr. Proccacino is a good actor, but there are some roles that suit him better than others. The elegant Ruskin doesn't fit him at all. Ruskin needs a fencer. Mr. Proccacino embodies a boxer. There is nothing ascetic about him.

It's his most over-the-top performance in memory  every time Ruskin gets peeved, Mr. Proccacino goes bug-eyed. And where did they get his wig? Ruskin doesn't have a bad hair day, he has a bad hair year.

Ms. Ragsdale, an ETC intern, is vastly better than her intern colleagues (amateurish in the unnecessary prologue and epilogue.) She rises to the emotions required second act scene when All Is Revealed, but the playwright lays a heavy burden on Effie.

Effie is worthy of a better play than The Countess, and TheCountess would have been the better for a deeper performance throughout. Melancholy needs to be more than a word. It needs to be a part of her.

Everyone is outfitted with Victorian drawing room elegance by the always more than reliable Reba Senske. Too bad the budget couldn't afford more than one dress for Ms. Fitzpatrick's Lady Eastlake to wear over the course of a year.

Given the weaknesses of the script and too much of the ensemble, The Countess is more entertaining than it has any right to be. That's the work of Mr. Haney, and pretty amazing it is, too.

The Countess, through Nov. 5, Ensemble Theatre of Cincinnati. 421-3555.